SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 19, 2009
-----------------------
BROOKLINE BANCORP, INC.
-----------------------
(Exact name of registrant as specified in its charter)
Delaware 0-23695 04-3402944
------------------------------ --------------------- ----------------------
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
160 Washington Street, Brookline, Massachusetts 02447-0469
----------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
(617) 730-3500
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Brookline Bank (the "Association"), a wholly-owned banking subsidiary of
Brookline Bancorp, Inc. (the "Company"), and Eastern Funding LLC ("Eastern
Funding"), an 86% owned finance company subsidiary of the Association,
stipulated and consented to a Cease and Desist Order (the "Order") issued by the
Office of Thrift Supervision ( the "OTS"). The Order became effective on
February 20, 2009. At December 31, 2008, the total assets of Eastern Funding
were approximately 6% of the total consolidated assets of the Company.
The Order was issued as a result of matters relating to compliance with certain
laws and regulations, including the Bank Secrecy Act ("BSA"), Anti-Money
Laundering ("AML") and Office of Foreign Control ("OFAC") Compliance Programs by
Eastern Funding and the indirect automobile lending department of the
Association. The Order requires Eastern Funding and the indirect automobile
lending department of the Association to conduct a thorough risk assessment of
their BSA/AML/OFAC risk exposure, develop and implement a comprehensive
BSA/AML/OFAC Program and to take certain other actions identified by the OTS in
the Order. Eastern Funding and the Association have already addressed most of
the matters mentioned in the Order and expect to complete all of the actions
required to be taken by the deadline dates stated in the Order. The Order will
not have a material impact on the Company's consolidated financial statements.
The description of the Order set forth in this Item 1.01 is qualified in its
entirety by reference to the Order, a copy of which is attached as Exhibit 99.1
hereto and is incorporated by reference herein in its entirety.
Item 8.01 Other Events.
On February 19, 2009, Brookline Bancorp, Inc. (the "Company") changed the date
of the Annual Meeting of its Stockholders from April 16, 2009 to April 30, 2009.
The meeting will be held at the Brookline Holiday Inn, 1200 Beacon Street,
Brookline, Massachusetts 02446 at 10:00 a.m. on April 30, 2009. The filing of
this Form 8-K serves as notice of the change in the date of the Annual Meeting
of the Company's Stockholders.
The date on which the Company will announce its earnings and dividend
declaration for the first quarter of 2009 was not changed and remains at April
16, 2009.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
-------------- -----------
Exhibit 99.1 Order to Cease and Desist, Order No. NE-08-36, effective
February 20, 2009
Exhibit 99.2 Stipulation and Consent to Issuance of Order to Cease and
Desist, Order No. NE-08-36, effective February 19, 2009
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
BROOKLINE BANCORP, INC.
Date: February 20, 2009 By: /s/ Paul R. Bechet
---------------------------
Paul R. Bechet
Senior Vice President and
Chief Financial Officer